Common use of Access to Clause in Contracts

Access to. PROGRAM a. The provisions of this Clause 6 shall apply to the [***] Program as it is developed from time to time up until the [***] anniversary of the Effective Date (“[***] Period”). UCLB shall procure that UCL and [***] shall comply with the terms of this Clause 6 and notify UCLB of the progress, development and generation of IP under the [***] Program in order that UCLB shall be able to comply with this Clause 6. During the [***] Period, UCLB shall keep Autolus appraised on a reasonable basis of the progress and development of the [***] Program and the inventions arising therefrom. b. If at any time during the [***] Period, any bona fide decision is made by UCLB, UCL or [***] to seek a licensee to Exploit any of the [***] Program IP or any bona fide approach is made by a Third Party to seek rights to or under any of the [***] Program IP, and in respect of which UCLB genuinely intends to engage in, UCLB shall provide written notice to Autolus together with (under the confidentiality obligations of this Agreement): i.. a description of the [***] Program and related [***] Program IP; and ii.. a copy of any application for Patent Rights in respect of any invention arising from the [***] Program that has been filed in respect of inventions arising from the [***] Program. c. Following service of a notice in accordance with Clause 6.2: i.. at Autolus’s request, UCLB shall use reasonable endeavours to procure that Autolus shall have access to those individuals at UCL that work on the [***] Program or invented, generated, discovered or developed the [***] Program IP in order to allow a confidential discussion as to the nature and features of the [***] Program and the [***] Program IP and its application; and, ii.. Autolus shall have the option to negotiate with UCLB to agree terms for the grant of a licence (which may be exclusive or non-exclusive as the Parties agree) to [***] Program IP. d. Upon exercise of its right to negotiate with UCLB, UCLB and Autolus shall negotiate the terms for such licence in good faith and acting reasonably and seeking fair and reasonable commercial terms and Autolus’s right to negotiate with Autolus shall expire [***] following Autolus’s receipt of UCLB’s notice of served under Clause 6.2. e. If Autolus, by written notice, elects not to continue with negotiations over the [***] Program IP, then the Parties shall be released from their then current obligations to negotiate in accordance with Clause 6.3.2. If the Parties are unable to agree licence terms within the [***] period referred to in Clause 6.4 above, then UCLB shall be under no further obligation to Autolus and shall be free to license or commercialise the same [***] Program IP as it thinks fit. f. UCLB confirms that save for having to seek the consent of the Wellcome Trust and the National Institute for Health Research for the Exploitation of the [***] Program IP, it otherwise Controls that [***] Program IP existing as of the Effective Date. For the avoidance of doubt, nothing in this Agreement shall impose any restrictions or controls on UCL’s ability to publish and to undertake Academic Research or obtain Third Party funding from a Funder for Academic Research or otherwise collaborate with any Academic Organisation in respect of the [***] Program and, as a result, the [***] Program IP may be subject to rights of Third Party Funders and may not be Controlled by UCLB. UCLB shall procure that during the [***] Period, UCL shall not and [***] shall not undertake any Commercial Research with respect to the [***] Program or accept Third Party funding other than from Funders for the [***] Program. Autolus acknowledges that UCLB or UCL shall not under any circumstances be required to restrict [***] from undertaking any work (academic or commercial) either independently or in collaboration with any Third Party, on any program (including a [***] program) that is not a [***] Program. g. Upon the Parties concluding terms for a license to the [***] Program IP as provided for in this Clause 6, UCLB shall procure full disclosure to Autolus of the [***] Program including the [***] Program IP and relevant UCL Background IP used for the same. h. Until the expiry of the [***] Period, UCLB shall not, and shall procure that UCL and [***] shall not, grant any rights to, license, assign, grant an option to, Exploit, or otherwise encumber, mortgage, charge or otherwise waive rights in respect of the [***] Program IP, save that this shall not prevent UCLB, UCL and/or [***] from securing funding from Funders pursuant to Clause 6.6 above and/or collaborating with Academic Organisations.

Access to. PROGRAM a. 7.1 The provisions of this Clause 6 7 shall apply to the [***] Program as it is developed from time to time up until expiry of the [***] Period. The “[***] Period” shall be for a minimum of [***] from the Effective Date, and may be extended by Autolus (upon written notice served prior to the [***] anniversary of the Effective Date) for the Extended Period. The “Extended Period” shall mean the day commencing on the [***] anniversary of the Effective Date and ending on the earlier of (“i) Autolus and UCLB concluding a definitive agreement for a licence to any of the [***] Period”). UCLB shall procure that UCL and Program IP; (ii) Autolus terminating its rights under this Clause 7 by written notice; or (iii) the [***] anniversary of the Effective Date. 7.2 The Parties acknowledge and agree that Autolus has served notice to extend the [***] Period beyond its [***], and is under the obligation to reimburse UCLB [***] of those Patent Prosecution Costs incurred by UCLB for activities during the Extended Period in respect of the [***] Patents that are the subject of the [***] Option. Autolus shall not be responsible for any Patent Prosecution Costs incurred before or after the Extended Period. 7.3 UCLB shall and shall procure that UCL (including MP and the MP Laboratory) shall comply with the terms of this Clause 6 7 and notify UCLB of the progress, development and generation of IP Intellectual Property under the [***] Program in order that UCLB shall be able to comply with this Clause 6. During 7. 7.4 From the Effective Date until expiry of the [***] Period, UCLB shall keep shall: 7.4.1 from time to time (and upon reasonable request from Autolus): (i) notify Autolus appraised on a reasonable basis of the development, progress and development of advances made in the [***] Program and since the inventions arising therefrom.last update report was provided; b. If (ii) notify Autolus of any change in status of MP’s position at any time during UCL (including termination of the same) or the MP Laboratory; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***] Period, any bona fide decision is made by UCLB, UCL or []. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 56 EXHIBIT 10.1 ***] to seek a licensee to Exploit any of the [***] Program IP or any bona fide approach is made by a Third Party to seek rights to or under any of the [***] Program IP, Text Omitted and in respect of which UCLB genuinely intends to engage in, UCLB shall provide written notice Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 (iii) disclose to Autolus together with (under the confidentiality obligations of this Agreement): i.. a description of the [***] Program and related [***] Program IP; and ii.. a copy of ) any planned application for a Patent Rights Right in respect of any invention arising from the [***] Program that has been filed Project at least [***] prior to it being filed, and thereafter keep Autolus informed of all developments in respect the prosecution of inventions arising from such Patent Right(s); and, (iv) procure the exclusive right (to the exclusion of UCL and the inventor(s)) to license, assign, exploit or otherwise grant any rights to the [***] Program.Program IP until Autolus ceases to have any rights (exercisable, negotiable or otherwise) to the [***] Program under the terms of this Clause 7; c. Following service of a notice in accordance with Clause 6.2: i.. at Autolus’s request, UCLB shall 7.4.2 use reasonable endeavours to procure that Autolus shall have access to those individuals at UCL that work on the [***] Program or invented, generated, discovered or developed any of the [***] Program IP in order to allow a confidential discussion as to the nature and features of the [***] Program and the [***] Program IP and its application; 7.4.3 not, until Autolus ceases to have any rights (exercisable, negotiable or otherwise) to the [***] Program under the terms of this Clause 7, encumber, charge, mortgage, license, sell, assign, Exploit or otherwise grant any other right or enable any Third Party to Exploit the [***] Program IP, provided that Autolus acknowledges that certain [***] Program IP (i) existing as of the Effective Date is subject to those rights of Third Party Funders which are disclosed in Schedule 6 and described as having funded such [***] Program IP; and,and (ii) arising after the Effective Date may be subject to the rights of Third Party Funders in accordance with Clause 4.2.1; and that in case of (i) and (ii) Autolus’s ability to exercise its rights under this Clause 7 in respect of such [***] Program IP may be dependent on any such Third Party Funder providing its consent to the terms of Exploitation as agreed by the Parties in accordance with Clause 4.2.1; In particular consent of [***] may be required in respect of any licence of [***] Program IP developed prior to or after the Effective Date. ii.. 7.5 Autolus shall have the option right, exercisable at any time up until expiry of the [***] Period to negotiate with UCLB to agree terms for the grant exercise its right of first negotiation in respect of obtaining a worldwide, assignable, sub-licensable licence (which may be exclusive or non-exclusive as the Parties may agree) to ), within the Field of the [***] Program IPIP (or, as the Parties may agree, any part thereof). d. 7.6 Upon exercise of Autolus exercising its right to negotiate with of first negotiation in respect of the [***] Program by way of serving a written notice on UCLB, the following shall apply until expiry of the [***] Period (unless extended by agreement between the Parties): CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 57 EXHIBIT 10.1 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 7.6.1 unless the Parties agree to terminate negotiations during the [***] Period, Autolus and UCLB shall promptly and Autolus shall actively negotiate the terms for such licence throughout that period, in good faith and acting reasonably and seeking reasonably, fair and reasonable commercial terms and Autolus’s right to negotiate with Autolus shall expire for a conclusive agreement upon which the [***] following Program IP may be licensed to Autolus’s receipt ; 7.6.2 in so far as UCLB fails to comply with the provisions of UCLB’s notice of served Clause 7.6.1, does not actively and properly participate in such negotiations or does not act reasonably or in good faith, the [***] Period shall be extended by a period equal to, or otherwise fairly calculated to, compensate for any delay in, or absence from a negotiation by UCLB in accordance with the principles under Clause 6.27.6.1. e. 7.7 If Autolus, by written notice, elects not to continue with negotiations over the [***] Program IP, then the Parties shall be released from their then current obligations to negotiate in accordance with Clause 6.3.2. If the Parties are unable to agree licence terms within the [***] period referred to in Clause 6.4 above, then UCLB shall be under no further obligation to Autolus and shall be free to license or commercialise the same [***] Program IP as it thinks fit7.6. f. UCLB confirms that save for having to seek the consent of the Wellcome Trust and the National Institute for Health Research for the Exploitation of the [***] Program IP, it otherwise Controls that [***] Program IP existing as of the Effective Date. For the avoidance of doubt, nothing in this Agreement shall impose any restrictions or controls on UCL’s ability to publish and to undertake Academic Research or obtain Third Party funding from a Funder for Academic Research or otherwise collaborate with any Academic Organisation in respect of the [***] Program and, as a result, the [***] Program IP may be subject to rights of Third Party Funders and may not be Controlled by UCLB. UCLB shall procure that during the [***] Period, UCL shall not and [***] shall not undertake any Commercial Research with respect to the [***] Program or accept Third Party funding other than from Funders for the [***] Program. Autolus acknowledges that UCLB or UCL shall not under any circumstances be required to restrict [***] from undertaking any work (academic or commercial) either independently or in collaboration with any Third Party, on any program (including a [***] program) that is not a [***] Program. g. Upon the Parties concluding terms for a license to the [***] Program IP as provided for in this Clause 6, UCLB shall procure full disclosure to Autolus of the [***] Program including the [***] Program IP and relevant UCL Background IP used for the same. h. Until the expiry of the [***] Period, UCLB shall not, and shall procure that UCL and [***] shall not, grant any rights to, license, assign, grant an option to, Exploit, or otherwise encumber, mortgage, charge or otherwise waive rights in respect of the [***] Program IP, save that this shall not prevent UCLB, UCL and/or [***] from securing funding from Funders pursuant to Clause 6.6 above and/or collaborating with Academic Organisations.